Obligation Bekert 4.125% ( BE6228571079 ) en EUR

Société émettrice Bekert
Prix sur le marché 100 %  ▼ 
Pays  Belgique
Code ISIN  BE6228571079 ( en EUR )
Coupon 4.125% par an ( paiement annuel )
Echéance 06/12/2016 - Obligation échue



Prospectus brochure de l'obligation Bekaert BE6228571079 en EUR 4.125%, échue


Montant Minimal 1 000 EUR
Montant de l'émission 205 000 000 EUR
Description détaillée Bekaert est un groupe industriel belge spécialisé dans la transformation de fil d'acier et la production de produits métalliques pour divers secteurs, notamment l'automobile, la construction et l'énergie.

L'Obligation émise par Bekert ( Belgique ) , en EUR, avec le code ISIN BE6228571079, paye un coupon de 4.125% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 06/12/2016









NV BEKAERT SA

public limited liability company (naamloze vennootschap) under Belgian law

Public offer in Belgium and the Grand Duchy of Luxembourg

of two series of bonds

each for an expected minimum aggregate principal amount of EUR 100,000,000 and a combined
expected minimum aggregate principal amount of EUR 200,000,000

4.125 per cent. fixed rate bonds due December 6, 2016, ISIN Code BE6228571079, Common Code
070630753 (the "2016 Bonds")

5.00 per cent. fixed rate bonds due December 6, 2019, ISIN Code BE6228573091, Common Code
070631229 (the "2019 Bonds")
(the 2016 Bonds and 2019 Bonds jointly referred to as the "Bonds")

Issue Price: 101.90 per cent. for the 2016 Bonds
Issue Price: 101.90 per cent. for the 2019 Bonds

Issue Date: December 6, 2011

Subscription Period: from November 17, 2011 until (and including) December 2, 2011
(subject to early closing)

An application has been submitted for listing of the Bonds on the Official List of the
Luxembourg Stock Exchange and for admission to trading of the Bonds on the regulated
market of the Luxembourg Stock Exchange

Joint Bookrunners ­ Joint Lead Managers




Co-Manager


Global Coordinator





Prospectus dated November 14, 2011




This prospectus (the "Prospectus") has been prepared by NV Bekaert SA, a public limited liability
company (naamloze vennootschap) under Belgian law, having its registered office at Bekaertstraat 2,
8550 Zwevegem, Belgium, with enterprise number VAT BE 0405.388.536, Register of Legal Entities
Kortrijk ("Bekaert" or the "Issuer") in connection with the offering and listing of an expected minimum
amount of EUR 100,000,000 4.125 per cent. fixed rate bonds, due December 6, 2016 and an
expected minimum amount of EUR 100,000,000 5.00 per cent. fixed rate bonds, due December 6,
2019. The denomination of the Bonds shall be EUR 1,000. The Bonds will be offered to the public in
Belgium and in the Grand Duchy of Luxembourg (the "Bond Offering").

An application has been made with the Luxembourg Stock Exchange to list the Bonds on the official
list of the Luxembourg Stock Exchange (the "Official List") and to admit the Bonds to trading on the
Luxembourg Stock Exchange's regulated market. References in this Prospectus to the Bonds being
"listed" (and all related references) shall mean that the Bonds have been listed on the Official List and
admitted to trading on the Luxembourg Stock Exchange's regulated market. The Luxembourg Stock
Exchange's regulated market is a regulated market for the purposes of Directive 2004/39/EC of the
European Parliament and of the Council of April 21, 2004 on markets in financial instruments
amending Council Directives 85/611/EEC and 93/6/EEC and Directive 2000/12/EC of the European
Parliament and of the Council and repealing Council Directive 93/22/EEC, as amended. Prior to the
offering of the Bonds referred to in this Prospectus, there has been no public market for the Bonds.

Investing in the Bonds involves certain risks. See "Risk Factors" beginning on page 14 of this
Prospectus to read about factors that should be carefully considered before investing in the
Bonds.

The Bonds will be issued in dematerialised form under the Belgian Company Code (Wetboek van
vennootschappen/Code des sociétés) (the "Belgian Company Code") and cannot be physically
delivered. The Bonds will be represented exclusively by book-entries in the records of the X/N
securities settlement system operated by the National Bank of Belgium or any successor thereto (the
"X/N System"). Access to the X/N System is available through those of its X/N System participants
whose membership extends to securities, such as the Bonds. X/N System participants include certain
banks, stockbrokers (beursvennootschappen/sociétés de bourse), Euroclear Bank NV/SA
("Euroclear") and Clearstream Banking, société anonyme, Luxembourg ("Clearstream,
Luxembourg"). Accordingly, the Bonds will be eligible to clear through, and therefore accepted by,
Euroclear and Clearstream, Luxembourg and investors can hold their Bonds within securities
accounts in Euroclear and Clearstream, Luxembourg.

Neither one of Fortis Bank NV/SA acting under the commercial name BNP Paribas Fortis ("BNP
Paribas Fortis"), KBC Bank NV (together, the "Joint Lead Managers") and ING Belgium SA/NV (the
"Co-Manager" and, together with the Joint Lead Managers, the "Managers"), nor the Issuer are
taking any action to permit a public offering of the Bonds in any jurisdiction outside Belgium and the
Grand Duchy of Luxembourg. The distribution of this Prospectus and the offer or sale of the Bonds in
certain jurisdictions may be restricted by law. This Prospectus does not constitute an offer to sell, or
the solicitation of an offer to buy, any securities, including the Bonds, in any circumstances in which
such offer or solicitation is unlawful. The Bonds are subject to transfer and selling restrictions in
certain jurisdictions. Prospective investors should read the restrictions described in "The Bond
Offering--Selling Restrictions" (Section XII.L) below.

None of the Managers or their respective affiliates has authorized the whole or any part of this
Prospectus and none of them makes any representation or warranty or accepts any responsibility as
to the accuracy or completeness of the information contained in this Prospectus. Neither the delivery
of this Prospectus nor the offering, sale or delivery of any Bond shall in any circumstances create any
implication that there has been no adverse change, or any event reasonably likely to involve any
adverse change, in the condition (financial or otherwise) of the Issuer since the date of this
Prospectus. No Manager accepts any liability, whether arising in tort or in contract or in any other
event, in relation to the information contained or incorporated by reference in this Prospectus or any

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other information in connection with the Issuer, the offering of the Bonds or the distribution of the
Bonds other than its own marketing brochure or provided through its respective branches and
personnel.

RESPONSIBLE PERSONS

The Issuer, having its registered office at Bekaertstraat 2, 8550 Zwevegem, Belgium, assumes the
responsibility for the information in this Prospectus. The Issuer declares that, having taken all
reasonable care to ensure that such is the case, the information contained in the Prospectus is, to the
best of its knowledge, in accordance with the facts and contains no omission likely to affect its import.

No person is or has been authorised to give any information or to make any representation not
contained in or not consistent with this Prospectus and any information or representation not so
contained or inconsistent with this Prospectus or any other information supplied in connection with the
Bonds and, if given or made, such information must not be relied upon as having been authorised by
or on behalf of the Issuer or the Managers. Neither the delivery of this Prospectus nor any sale made
in connection herewith shall, under any circumstances, create any implication that the information
contained in this Prospectus is true subsequent to the date hereof or otherwise that there has been no
change in the affairs of the Issuer since the date hereof or the date upon which this Prospectus has
been most recently amended or supplemented or that there has been no adverse change, or any
event likely to involve any adverse change, in the condition (financial or otherwise) of the Issuer since
the date hereof or, if later, the date upon which this Prospectus has been most recently amended or
supplemented or that the information contained in it or any other information supplied in connection
with the Bonds is correct at any time subsequent to the date on which it is supplied or, if different, the
date indicated in the document containing the same.

PRIOR WARNING

The Prospectus has been prepared to provide information on the Bond Offering. When potential
investors make a decision to invest in the Bonds, they should base this decision on their own
research of the Issuer and the conditions of the Bonds, including, but not limited to, the associated
benefits and risks, as well as the conditions of the Bond Offering itself. The investors must
themselves assess, with their own advisors if necessary, whether the Bonds are suitable for them,
considering their personal income and financial situation. In case of any doubt about the risk involved
in purchasing the Bonds, investors should abstain from investing in the Bonds.

The summaries and descriptions of legal provisions, accounting principles or comparisons of such
principles, legal company forms or contractual relationships reported in the Prospectus may in no
circumstances be interpreted as investment, legal or tax advice for potential investors. They are
urged to consult their own advisor, bookkeeper or other advisors concerning the legal, tax, economic,
financial and other aspects associated with the subscription to the Bonds.

In the event of important new developments, material errors or inaccuracies that could affect the
assessment of the securities, and which occur or are identified between the time of the approval of
the Prospectus and the final closure of the Bond Offering, or the time at which trading on the
regulated market of the Luxembourg Stock Exchange commences, the Issuer will have a supplement
to the Prospectus published containing this information. This supplement will be published in
compliance with at least the same regulations as the Prospectus, and will be published on the
websites of the Issuer, the Managers and the Luxembourg Stock Exchange.

The Issuer must ensure that this supplement is published as soon as possible after the occurrence of
such new significant factor. Investors who have already agreed to purchase or subscribe to Bonds
before the publication of the supplement to the Prospectus, have the right to withdraw their agreement
during a period of two business days commencing on the day after the publication of the supplement.


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APPROVAL OF THE PROSPECTUS

This document constitutes a prospectus for the purposes of Article 5 of Directive 2003/71/EC of the
European Parliament and of the Council of November 4, 2003 on the prospectus to be published
when securities are offered to the public or admitted to trading and amending Directive 2001/34/EC,
as amended (the "Prospectus Directive"), and the Luxembourg Law of July 10, 2005 relating to
prospectuses for securities (the "Luxembourg Prospectus Law"). This Prospectus has been
prepared in accordance with the Luxembourg Prospectus Law and the Commission Regulation (EC)
809/2004 of April 29, 2004 implementing the Prospectus Directive, and has been approved by the
Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF") on November 14, 2011.
This approval does not imply any opinion by the CSSF on the economic and financial soundness of
the transaction and the quality or solvency of the Issuer, and the CSSF assumes no responsibility in
this regard. The Issuer has requested the CSSF to notify the Prospectus to the Belgian Financial
Services and Markets Authority (Autoriteit voor Financiële Markten en Diensten / Autorité des services
et marchés financiers) (the "FSMA") in accordance with Article 18 of the Prospectus Directive, as
implemented by the Luxembourg Prospectus Law, and the Issuer has provided a translation of the
summary in Dutch and French, as required by the Belgian Law of June 16, 2006 (Wet van 16 juni
2006 op de openbare aanbieding van beleggingsinstrumenten en de toelating van
beleggingsinstrumenten tot de verhandeling op een gereglementeerde markt/Loi du 16 juin 2006
relative aux offres publiques d'instruments de placement et aux admissions d'instruments de
placement à la négociation sur des marchés réglementés, the "Belgian Prospectus Law") for the
purpose of the offering of the Bonds in Belgium.

AVAILABILITY OF THE PROSPECTUS

This Prospectus has been prepared in English. The summary of the Prospectus has also been
translated into Dutch and French. The Issuer is responsible for the consistency between the English,
Dutch and French version of the summary of the Prospectus. In connection with the offering of the
Bonds, in case of inconsistencies between the language versions, the English version shall prevail.

The Prospectus and the translations of the summary in Dutch and French are available free of charge
at the office of NV Bekaert SA at President Kennedypark 18, 8500 Kortrijk, Belgium. They are also
available free of charge from KBC Bank NV on +32 78 15 21 53 (in Dutch) and +32 78 15 21 54 (in
French), BNP Paribas Fortis on +32 2 433 40 31 (in Dutch) and +32 2 433 40 32 (in French), and ING
Belgium SA/NV on +32 2 464 61 01 (in Dutch) and +32 2 464 61 02 (in French). They are also
available on the websites of the Issuer (www.bekaert.com), KBC Bank NV (www.kbc.be/obligaties or
www.kbc.be/obligations),
BNP Paribas Fortis
(www.bnpparibasfortis.be/emissies
or
www.bnpparibasfortis.be/emissions), and ING Belgium SA/NV (www.ing.be, go to "Beleggen ­
Obligaties" or "Investir ­ Obligations"), and as long as the Bonds are outstanding and listed, the
Luxembourg Stock Exchange (www.bourse.lu).




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TABLE OF CONTENTS

I.
SUMMARY ....................................................................................................................................... 7
A.
BUSINESS OVERVIEW .............................................................................................................................. 7
B.
RISK FACTORS ......................................................................................................................................... 8
C.
DESCRIPTION OF THE BONDS .................................................................................................................. 9
D.
SUMMARY OF THE ESTIMATE TIMETABLE OF THE BOND OFFERING ..................................................... 13
II.
RISK FACTORS ............................................................................................................................ 14
A.
RISKS RELATING TO THE ISSUER ........................................................................................................... 14
B.
RISKS RELATING TO THE BONDS ............................................................................................................ 18
III.
TERMS AND CONDITIONS OF THE BONDS ............................................................................ 25
IV.
CLEARING ..................................................................................................................................... 37
V.
DESCRIPTION OF THE ISSUER ................................................................................................. 38
A.
OVERVIEW .............................................................................................................................................. 38
B.
INCORPORATION ..................................................................................................................................... 39
C.
STATUTORY AUDITORS .......................................................................................................................... 39
D.
HISTORY AND DEVELOPMENT OF THE ISSUER ...................................................................................... 39
E.
INVESTMENTS ......................................................................................................................................... 40
F.
ACQUISITIONS AND DIVESTMENTS......................................................................................................... 40
G.
PRINCIPAL ACTIVITIES ............................................................................................................................ 41
H.
PRINCIPAL MARKETS ............................................................................................................................. 42
I.
INFORMATION RELATED TO THE SUBSIDIARIES OF THE ISSUER ............................................................. 43
J.
ORGANISATIONAL STRUCTURE .............................................................................................................. 44
K.
MATERIAL CONTRACTS .......................................................................................................................... 44
L.
LEGAL AND ARBITRATION PROCEEDINGS .............................................................................................. 44
M.
TREND INFORMATION AND RECENT EVENTS ­ SIGNIFICANT CHANGES IN THE ISSUER'S FINANCIAL OR
TRADING POSITION .......................................................................................................................................... 44
VI.
SELECTED FINANCIAL INFORMATION ................................................................................... 48
A.
AUDITED FIGURES .................................................................................................................................. 48
B.
UNAUDITED INTERIM FIGURES ............................................................................................................... 49
C.
DEFINITIONS ........................................................................................................................................... 51
VII.
MANAGEMENT AND CORPORATE GOVERNANCE .............................................................. 53
A.
BOARD OF DIRECTORS .......................................................................................................................... 53
B.
EXECUTIVE MANAGEMENT: THE BEKAERT GROUP EXECUTIVE ............................................................ 55
C.
COMMITTEES OF THE BOARD OF DIRECTORS ....................................................................................... 55
D.
CORPORATE GOVERNANCE ................................................................................................................... 58
E.
CONFLICTS OF INTERESTS OF THE ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES ...... 58
VIII.
PRINCIPAL SHAREHOLDERS ................................................................................................... 60
A.
PRINCIPAL SHAREHOLDERS ................................................................................................................... 60
B.
CHANGE OF CONTROL ........................................................................................................................... 60
IX.
DESCRIPTION OF THE SHARE CAPITAL AND THE ARTICLES OF ASSOCIATION ........ 61
A.
SHARE CAPITAL...................................................................................................................................... 61
B.
ARTICLES OF ASSOCIATION ................................................................................................................... 61
X.
USE OF PROCEEDS .................................................................................................................... 62

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XI.
TAXATION ..................................................................................................................................... 63
XII.
THE BOND OFFERING ................................................................................................................ 69
A.
SUBSCRIPTION PERIOD AND SUBSCRIPTION PROCEDURE ................................................................... 69
B.
CONDITIONS TO WHICH THE BOND OFFERING IS SUBJECT .................................................................. 70
C.
ISSUE PRICE ........................................................................................................................................... 70
D.
AGGREGATE PRINCIPAL AMOUNT .......................................................................................................... 70
E.
PAYMENT DATE AND DETAILS ................................................................................................................ 71
F.
COSTS AND FEES ................................................................................................................................... 71
G.
FINANCIAL SERVICES ............................................................................................................................. 72
H.
OVERSUBSCRIPTION .............................................................................................................................. 72
I.
RESULTS OF THE OFFER ........................................................................................................................ 73
J.
EXPECTED TIMETABLE OF THE BOND OFFERING .................................................................................. 73
K.
TRANSFER OF THE BONDS ..................................................................................................................... 73
L.
SELLING RESTRICTIONS ......................................................................................................................... 73
XIII.
GENERAL INFORMATION .......................................................................................................... 76
XIV.
DOCUMENTS INCORPORATED BY REFERENCE .................................................................. 77



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I.
SUMMARY

This summary must be read as an introduction to the Prospectus and any decision to invest in the
Bonds should be based on consideration of the Prospectus as a whole, including the documents
incorporated by reference. No civil liability will attach to any person solely on the basis of this
summary, including any translation thereof, unless it is misleading, inaccurate or inconsistent when
read together with the other parts of the Prospectus. Where a claim relating to the information
contained in this Prospectus is brought before a court in any Member State of the European
Economic Area, the plaintiff may, under the national legislation of the Member State of the European
Economic Area where the claim is brought, be required to bear the costs of translating the Prospectus
before the legal proceedings are initiated.

Capitalized terms defined in "Terms and Conditions of the Bonds" below shall have the same
meaning where used in this summary.
A.
Business Overview

The Issuer was incorporated as a private limited liability company (personenvennootschap met
beperkte aansprakelijkheid) on October 19, 1935, and was converted into a public limited liability
company (naamloze vennootschap) under Belgian law on April 25, 1969. It has an unlimited term.
Bekaert has its registered office at Bekaertstraat 2, 8550 Zwevegem, Belgium. Its enterprise number
is VAT BE 0405.388.536, Register of Legal Entities Kortrijk and its telephone number is
+32 56 76 61 11.

Bekaert (www.bekaert.com) is a global technological and market leader in advanced solutions based
on metal transformation and coatings, and the world's largest independent manufacturer of drawn
steel wire products. Bekaert (Euronext Brussels: BEKB) is a global company with headquarters in
Belgium, employing 28 000 people worldwide. Serving customers in 120 countries, Bekaert pursues
sustainable profitable growth in all its activities and generated combined sales of EUR 4.5 billion in
2010.

Bekaert's core skills are transforming metal wire and applying coating technology. The combination of
these competences makes Bekaert unique. As the leading purchaser in the world, Bekaert annually
buys more than 2.5 million tons of wire rod, the primary raw material. Depending on the customers'
requirements, Bekaert draws wire from it in different strengths and diameters, even as thin as ultra-
fine fibers of 1 micron. Wires are grouped into cords, woven or knitted into fabric, or processed into
an end product. Depending on the application, Bekaert applies high-tech coatings which reduce
friction, improve corrosion resistance, or enhance wear resistance. Being at the forefront of
technological innovation is one of the key pillars of Bekaert's strategy.

Bekaert's long-term strategy is aimed at sustainable profitable growth. In pursuing this strategic goal,
Bekaert continuously strengthens its forces that drive success: worldwide market leadership,
technological leadership, and operational excellence. In recent years, the presence in emerging
markets was strengthened and in 2010, Bekaert generated and realized 75% of its combined sales in
emerging markets, versus 25% in Western, mature markets.

Customers in more than 120 countries and of a variety of sectors want to do business with Bekaert.
They are persuaded by the broad range of high technological products, systems and services offered
by the company. Bekaert's focus is on intermediate products but keeps its finger on the pulse of the
end-consumers. By anticipating the industrial customers' needs, the company offers them an
advantage in the market place. The essence of Bekaert is in the alliances they form with their
customers. Bekaert helps them achieve a leading position in their markets. The local service, close
to the customers, is backed by the company's global presence, worldwide.

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In close cooperation with partners and customers, Bekaert is conducting research and development
both at the Bekaert technology center in Deerlijk (Belgium) and at the Bekaert Asia R&D Center in
Jiangyin (China). Bekaert mainly invests in products with high added value, but also in processes that
further enhance operational excellence. Innovation is an increasingly important engine of growth for
the company.

Corporate sustainability is gaining importance. At Bekaert, too, an increasing number of activities and
initiatives have been launched that are given a place under the broad umbrella of sustainability. A
healthy and safe working environment is very important. Sharp and clearly defined global goals will
help to reduce the impact on the environment ­ via process innovation, product development and
infrastructure ­ and to streamline local community support. Safety has always been a key concern of
Bekaert: it is embedded in the company's long tradition of operational excellence.
B.
Risk Factors

Prior to taking their investment decision, potential investors are urged to carefully investigate the risk
factors described in the Prospectus, a list of which is set out below.

The risks and uncertainties described in the Prospectus are not the only ones affecting the Issuer and
the Bonds. Other risks and uncertainties that are, as of the date of the Prospectus, either unknown or
considered immaterial, can still have an adverse effect on the Issuer's operations or on its ability to
make payments in the context of Bonds or other existing indebtedness.

In case of doubt regarding the risks with respect to Bekaert, investors are urged to seek the advice of
a specialised financial advisor or, if necessary, forego investing in the Bonds.
1.
Risks relating to the Issuer
· Economical and cyclical risk
·
Credit risk
·
Risks related to raw materials
·
Competition
·
Labor market
·
Financial risk management
·
Internal control
·
Risks related to suppliers
·
Risks related to IT failures
·
Natural disasters and geopolitical events
·
Compliance with laws and regulations
·
Compliance with environmental laws and regulations
·
No audited financial information for the period after December 31, 2010
·
Bekaert is subject to a number of operational risks, and its insurance coverage could
be inadequate

2.
Risks relating to the Bonds
·
The Issuer may not have the ability to repay the Bonds
·
The Bonds may not be a suitable investment for all investors

8




·
The Issuer and the Bonds do not have a credit rating, and the Issuer currently does
not intend to request a credit rating for itself or for the Bonds at a later date. This may
render the price setting of the Bonds more difficult
·
There is no active trading market for the Bonds
·
The Bonds are exposed to market interest rate risk
·
The Bonds may be repaid prior to maturity
·
The Bonds may be repaid prior to maturity in the event of a Change of Control
·
The market value of the Bonds may be affected by the creditworthiness of the Issuer
and a number of additional factors
·
The Bonds may be affected by the global credit market conditions
·
Bondholders could modify certain Terms and Conditions of the Bonds
·
The Issuer may incur additional indebtedness
·
The Bonds are unsecured
·
Belgian insolvency legislation
·
EU Savings Directive
·
Belgian Withholding Tax
·
Change in governing law could modify certain Terms and Conditions of the Bonds
·
Relationship with the Issuer
·
Reliance on the procedures of the X/N System, Euroclear and Clearstream,
Luxembourg for transfer of the Bonds, payments in respect of the Bonds and
communication with the Issuer
·
The Agent is not required to segregate amounts received by it in respect of Bonds
cleared through the X/N System
·
The Calculation Agent does not assume any fiduciary or other obligations to the
Bondholders and, in particular, is not obliged to make determinations which protect or
further their interests
·
Exchange rate risks and exchange controls
·
The Issuer, the Managers, the Agent and the Calculation Agent may engage in
transactions adversely affecting the interests of the Bondholders
·
Legal investment considerations may restrict certain investments
·
Investors may be required to pay taxes or other documentary charges or duties
C.
Description of the Bonds

Issuer
NV Bekaert SA

Description of the Bonds
Issue of an expected minimum amount of EUR 100,000,000 4.125 per

cent. bonds, due December 6, 2016 and an expected minimum
amount of EUR 100,000,000 5.00 per cent. bonds, due December 6,
2019.

Subscription Period
From November 17, 2011 at 9:00 a.m. until December 2, 2011 at 5:30

p.m., subject to early closing

Domiciliary Agent and
KBC Bank NV
Paying Agent


Listing Agent
KBL European Private Bankers S.A. for the purpose of the listing of

the Bonds on the Official List and the admission to trading on the
regulated market of the Luxembourg Stock Exchange

9





Distributors and Managers
Application for the subscription of Bonds can be made through the

branches of KBC Bank NV, Fortis Bank NV/SA acting under the
commercial name BNP Paribas Fortis ("BNP Paribas Fortis")
(including the branches acting under the commercial name of Fintro),
ING Belgium SA/NV, CBC Banque SA, as well as any other relevant
subsidiary in the Grand Duchy of Luxembourg of each of the above
mentioned banks (as decided by each bank and their subsidiaries)
Application for the subscription of Bonds can also be made via KBC
Telecenter, KBC Online, BNP Paribas Fortis PC banking or Phone
banking and ING Belgium Phone Banking

Public Offer Jurisdictions
Belgium and the Grand Duchy of Luxembourg


Issue Date
December 6, 2011


Issue Price
101.90 per cent. for the 2016 Bonds and 101.90 per cent. for the 2019

Bonds, which includes a selling and distribution commission of 1.875
per cent. borne by investors other than Qualified Investors (see further
details under "The Bond Offering", sections "Issue Price" and "Costs
and Fees")

Settlement Currency
Euro ("EUR")

Aggregate Principal
The aggregate principal amount of the Bonds is expected to amount
Amount
to minimum EUR 200,000,000 (EUR 100,000,000 for each of the

2016 Bonds and 2019 Bonds). The criteria in accordance with which
the final aggregate principal amount of the Bonds will be determined
by the Issuer are described under "The Bond Offering--Aggregate
Principal Amount" (Section XII.D) below. Since the Managers have
not taken a firm underwriting commitment, the final amount issued can
be lower than EUR 200,000,000.

Principal Amount per Bond EUR 1,000


Minimum Subscription
EUR 1,000
Amount


Maturity Date
The 2016 Bonds mature on December 6, 2016 and the 2019 Bonds

mature on December 6, 2019

Repayment Date
Maturity Date (subject to the Terms and Conditions of the Bonds)


Interest
4.125 per cent. fixed rate for the 2016 Bonds and 5.00 per cent. fixed

rate for the 2019 Bonds, payable annually in arrears on December 6
of each year and for the first time on December 6, 2012 (or an amount
of respectively EUR 41.25 and EUR 50.00 per Principal Amount of
EUR 1,000)

Yield
3.702 per cent. for the 2016 Bonds and 4.709 per cent. for the 2019

Bonds, on an annual basis calculated on the basis of the issue price

For the calculation of the gross yield to maturity, only the issue price
and the interest rate are taken into account and it is assumed that the
Bonds were purchased on the primary market and held until maturity

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Document Outline